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CHARTER  AND   BY-LAWS 


Massachusetts   Horticult 
Society 


Massachusetts  Horticultural  Society* 


The  Committee  appointed  in  accordance  with  the  vote  of  the 
Society  at  its  meeting  of  July  5,  1902,  to  consider  the  revision  of  the 
Society's  Constitution  and  By-laws  have  given  the  matter  much  con- 
sideration, and  now  take  pleasure  in  submitting  to  the  members  a  draft 
of  a  code  of  By-laws. 

They  earnestly  recommend  to  the  members  to  be  present  at  the 
meeting  to  be  held  at  Horticultural  Hall,  300  MassachusQttsjAye'nue, 
Boston,  next  Saturday,  January  3,   1903,  at   n  p^elock.A.M^  syheiv 
action  will  be  taken  on  these  By-laws. 

Under  the  existing  Constitution,  amendments  to  be  finally 
adopted  must  be  presented  at  two  meetings,  and  you  will  therefore 
be  called  upon  to  attend  again  at  the  April  meeting.  The  Committee 
unanimously  recommend  the  acceptance  of  these  By-laws  by  the 
Society. 

HENRY   P.  WALCOTT, 
RICHARD    M.  SALTONSTALL, 
C.  MINOT   WELD, 
EDWIN   H.  JOSE, 
WILLIAM   H.  SPOONER, 
WARREN   W.  RAWSON, 
JOHN  K.  M.  L.  FARQUHAR, 
BOSTON,  December  30,  1902.  Committee. 


680434 


CHARTER    OF   THE    SOCIETY. 

AN    ACT    TO    INCORPORATE     THE     MASSACHUSETTS 
HORTICULTURAL    SOCIETY. 

SECTION  I .  Be  it  enacted  by  the  Senate  and  House  of  Rep- 
resentatives in  General  Court  assembled,  and  by  the  authority 
of  the  same,  That  Zebedee  Cook,  Jr.,  Robert  L.  Emmons, 
•William  Worthington,  B.  V.  French,  John  B.  Russell,  J.  R. 
Newhall,  Cheever  Newhall,  and  Thomas  G.  Fessenden,  their 
Associates  and  Successors,  be,  and  they  hereby  are  incorpo- 
rated, under  the  name,  and  by  the  description  of  4he.  Mas,sa- 
chusetts  Horticultural  Society,  for  the  purpose  o£  enifaiiragmg 
and  improving  the  science  and  practice  of  hofti/sujtu^-aiid; 
promoting  the  amelioration  of  the  various  species' '  trf'  tree's'/ 
fruits,  plants  and  vegetables,  and  the  introduction  of  new 
species  and  varieties ;  with  power  to  make  by-laws  not  incon- 
sistent with  the  Laws  of  the  Commonwealth,  for  the  regula- 
tion of  said  society  and  the  management  of  the  same  and  of 
its  concerns ;  to  receive  donations,  bequests  and  devises,  for 
promoting  the  objects  of  said  society ;  to  lay  and  collect 
assessments  on  the  members  not  exceeding  two  dollars  per 
annum ;  to  enforce  the  payment  of  such  assessments  by  ac- 
tion for  the  same ;  to  purchase  and  hold  real  estate  to  the 
amount  of  ten  thousand  dollars,  and  personal  estate  to  the 
amount  of  twenty  thousand  dollars ;  to  elect  a  treasurer,  sec- 
retary and  other  officers, —  the  appointment  of  which  shall  be 
provided  for  in  the  by-laws  of  said  society ;  the  meeting  for 
the  election  of  such  officers  to  be  called  at  the  times  and  in 
the  manner  provided  in  such  by-laws ;  to  empower  the  presi- 
dent, directors,  comptrollers,  treasurer,  committees,  or  other 
officers  or  members,  or  any  attorneys,  agents  or  representa- 
tives of  said  society,  to  transact  the  business,  manage  and 


apply  the  funds,  discharge  the  functions,  and  promote  the 
objects  thereof;  to  authorize  any  of  the  members  or  officers 
of  said  society  to  fill  vacancies  in  the  various  offices  of  the 
same,  that  may  happen  in  the  intervals  between  the  meetings 
of  the  members  for  choosing  officers ;  and  to  commence  and 
defend  suits. 

SECTION  2.  Be  it  further  enacted,  That  in  case  the  said 
corporation  shall,  at  any  time,  contract  debts  beyond  their 
means  and  ability  to  pay  at  the  time  of  contracting  the  same, 
the  officers  or  other  agents  of  said  corporation,  so  contracting 
such  debts,  shall  be  personally  liable  for  the  same. 

SECTION  3.  Be  it  further  enacted,  That  any  member  of 
said  corporation  may  cease  to  be  a  member  thereof,  by  giving 
notice  to  that  effect  to  the  president,  treasurer,  secretary,  or 
other  officers,  ::and  paying  the  amount  due  from  him  to  the 
socjejby  *  •/  •  '•„? 

.•I  .&EOJJION  &  ''Be  it  further  enacted,  That  the  first  meeting 

''c'f  the'tticmbets"  bf  said  corporation  may  be  called  by  any  two 

or  more  of  the  persons  named  in  the  first  section,  by  giving 

one  week's  notice,  or  more,  by  advertisement  in  any  newspaper 

printed  in  Boston. 

SECTION  5.     Be  it  further  enacted,  That  this  Act  may  be 
altered  or  repealed  at  the  discretion  of  the  Legislature. 
Approved  June  12,  1829. 

The  Acts  in  addition  to  this  Act  (other  than  those  relating 
to  Mount  Auburn)  are  :  — 

1.  An  Act  authorizing  the  purchase  and  holding  of  real 
estate  to  the  amount  of  fifty  thousand  dollars,  approved  Feb- 
ruary 5,  1844. 

2.  An  Act  authorizing  the  purchase  and  holding  of  real 
estate  to  the  amount   of  one  hundred  thousand  dollars,  ap- 
proved April  25,  1853. 

3.  An  Act  authorizing  the  holding  of  real   estate  to  the 
amount  of  two  hundred  and  fifty  thousand  dollars,  approved 
March  4,  1863. 


CHARTER    OF   THE    SOCIETY. 

AN    ACT    TO    INCORPORATE     THE     MASSACHUSETTS 
HORTICULTURAL    SOCIETY. 

SECTION  I .  Be  it  enacted  by  the  Senate  and  House  of  Rep- 
resentatives in  General  Court  assembled,  and  by  the  authority 
of  the  same,  That  Zebedee  Cook,  Jr.,  Robert  L.  Emmons, 
William  Worthington,  B.  V.  French,  John  B.  Russell,  J.  R. 
Newhall,  Cheever  Newhall,  and  Thomas  G.  Fessenden,  their 
Associates  and  Successors,  be,  and  they  hereby  are  incorpo- 
rated, under  the  name,  and  by  the  description  of  the  Massa- 
chusetts Horticultural  Society,  for  the  purpose  of  encouraging 
and  improving  the  science  and  practice  of  horticulture,  and 
promoting  the  amelioration  of  the  various  species  of  trees, 
fruits,  plants  and  vegetables,  and  the  introduction  of  new- 
species  and  varieties ;  with  power  to  make  by-laws  not  incon- 
sistent with  the  Laws  of  the  Commonwealth,  for  the  regula- 
tion of  said  society  and  the  management  of  the  same  and  of 
its  concerns ;  to  receive  donations,  bequests  and  devises,  for 
promoting  the  objects  of  said  society ;  to  lay  and  collect 
assessments  on  the  members  not  exceeding  two  dollars  per 
annum ;  to  enforce  the  payment  of  such  assessments  by  ac- 
tion for  the  same ;  to  purchase  and  hold  real  estate  to  the 
amount  of  ten  thousand  dollars,  and  personal  estate  to  the 
amount  of  twenty  thousand  dollars ;  to  elect  a  treasurer,  sec- 
retary and  other  officers, —  the  appointment  of  which  shall  be 
provided  for  in  the  by-laws  of  said  society ;  the  meeting  for 
the  election  of  such  officers  to  be  called  at  the  times  and  in 
the  manner  provided  in  such  by-laws ;  to  empower  the  presi- 
dent, directors,  comptrollers,  treasurer,  committees,  or  other 
officers  or  members,  or  any  attorneys,  agents  or  representa- 
tives of  said  society,  to  transact  the  business,  manage  and 


apply  the  funds,  discharge  the  functions,  and  promote  the 
objects  thereof ;  to  authorize  any  of  the  members  or  officers 
of  said  society  to  fill  vacancies  in  the  various  offices  of  the 
same,  that  may  happen  in  the  intervals  between  the  meetings 
of  the  members  for  choosing  officers ;  and  to  commence  and 
defend  suits. 

SECTION  2.  Be  it  further  enacted,  That  in  case  the  said 
corporation  shall,  at  any  time,  contract  debts  beyond  their 
means  and  ability  to  pay  at  the  time  of  contracting  the  same, 
the  officers  or  other  agents  of  said  corporation,  so  contracting 
such  debts,  shall  be  personally  liable  for  the  same. 

SECTION  3.  Be  it  further  enacted,  That  any  member  of 
said  corporation  may  cease  to  be  a  member  thereof,  by  giving 
notice  to  that  effect  to  the  president,  treasurer,  secretary,  or 
other  officers,  and  paying  the  amount  due  from  him  to  the 
society. 

SECTION  4.  Be  it  further  enacted,  That  the  first  meeting 
of  the  members  of  said  corporation  may  be  called  by  any  two 
or  more  of  the  persons  named  in  the  first  section,  by  giving 
one  week's  notice,  or  more,  by  advertisement  in  any  newspaper 
printed  in  Boston. 

SECTION  5.  Be  it  further  enacted,  That  this  Act  may  be 
altered  or  repealed  at  the  discretion  of  the  Legislature. 

Approved  June  12,  1829. 

The  Acts  in  addition  to  this  Act  (other  than  those  relating 
to  Mount  Auburn)  are  :  — 

1.  An  Act  authorizing  the  purchase  and  holding  of  real 
estate  to  the  amount  of  fifty  thousand  dollars,  approved  Feb- 
ruary 5,  1844. 

2.  An  Act  authorizing  the  purchase  and  holding  of  real 
estate  to  the  amount  of  one  hundred  thousand  dollars,  ap- 
proved April  25,  1853. 

3.  An  Act  authorizing  the  holding  of  real   estate  to  the 
amount  of  two  hundred  and  fifty  thousand  dollars,  approved 
March  4,  1863. 


4.  An  Act  exempting  from  taxation  such  portions  of  real 
estate  and  buildings   belonging  to  incorporated   horticultural 
societies  as  are  used  for  their  offices,  libraries  and  exhibitions, 
approved  April  19,  1884. 

5.  An  Act  authorizing  the  holding  of  real    and  personal 
estate  to  an  amount  not    exceeding  one  million  dollars,  ap- 
proved May  2,  1895. 


BY-LAWS 

OF    THE 

MASSACHUSETTS    HORTICULTURAL 
SOCIETY. 


PRELIMINARY. 

These  By-laws  shall,  except  as  hereinafter  provided,  go  into 
effect  on  the  morning  of  the  first  day  of  January,  1904. 

The  officers  of  the  Society  provided  for  in  Section  I.  of  these 
By-laws,  other  than  the  Delegate  to  the  State  Board  of  Agri- 
culture, whose  terms  shall  begin  on  the  first  day  of  January, 
1904,  shall  be  elected  at  a  meeting  of  the  Society  to  be  held 
on  the  second  Saturday  after  the  first  Monday  of  November, 
1903.  0 

The  present'  Delegate  to  the  State  Board  of  Agriculture 
elected  at  the  meeting  held  on  the  first  .Saturday  of  October, 
1902,  to  serve  for  three  years,  shall  hold  office  until  the  first 
day  of  January,  1906,  and  his  successor  shall  be  elected  at  the 
annual  meeting  of  the  Society  to  be  held  in  November,  1905. 
Appropriations  for  prizes  and  gratuities  to  be  awarded  in  the 
year  1904  shall  be  made  at  said  meeting  to  be  held  on  the 
second  Saturday  after  the  first  Monday  in  November,  1903, 
on  the  recommendation  of  the  existing  Executive  Committee  ; 
but  no  other  appropriations  shall  be  then  made  calling  for  any 
disbursements  after  the  first  day  of  January,  1904. 

The  ballots  for  such  election  shall  be  printed  by  the  Secre- 
tary, and  the  names  of  candidates  nominated  for  each  office 
shall  be  printed  thereon  in  alphabetical  order,  and  the  voting 
shall  be  as  provided  in  Section  XV.  of  these  By-laws. 


Nominations  for  officers  to  be  elected  at  said  meeting  to  be 
held  on  the  second  Saturday  after  the  first  Monday  in 
November,  1903,  shall  be  made  as  provided  in  Clause  2  of 
Section  XIV.  of  these  By-laws,  and  in  no  other  manner ;  and 
the  Secretary  shall,  immediately  on  receiving  them,  post  such 
nominations  in  some  public  place  in  the  Society's  building. 
The  Secretary  shall  also  send  a  notice  of  said  meeting  to 
every  member  of  the  Society,  as  provided  in  Section  I.  of  these 
By-laws. 

No  officer  of  the  Society,  professor,  or  member  of  any 
board  or  of  any  committee,  shall  be  elected  or  appointed  until 
said  meeting,  for  a  period  expiring  later  than  the  3ist  of 
December,  1903  ;  and  the  existing  Constitution  and  By-laws 
are  hereby  amended  or  repealed,  so  far  as  may  be  necessary  to 
make  this  section  effectual. 


SECTION    I. 

MEETINGS. 

The  annual  meeting  of  the  Society  for  the  transaction  of 
business  and  for  the  election  of  officers, —  namely,  a  President, 
two  Vice-Presidents,  a  Treasurer,  a  Secretary,  a  Delegate  to 
the  State  Board  of  Agriculture,  a  Board  of  Trustees,  and  a 
Nominating  Committee, —  shall  be  held  on  the  second  Satur- 
day after  the  first  Monday  in  November,  and  the  officers 
elected  shall  enter  upon  their  duties  on  the  first  day  of 
January  ensuing. 

In  addition  to  the  annual  meeting  there  shall  be  held  a 
meeting  at  noon  on  the  first  Saturday  in  January  in  each 
year  to  be  called  the  inaugural  meeting,  at  which  the  Presi- 
dent shall  make  an  inaugural  address,  and  the  Treasurer  and 
Secretary,  whose  terms  of  office  expired  on  January  first  pre- 
ceding, the  Board  of  Trustees,  the  Library  Committee,  the 
Committee  on  Lectures  and  Publications,  and  every  existing 
committee  appointed  by  the  Board  of  Trustees  under  the 


provisions  of  clause  (8)  Section  IX.  of  the  By-laws  shall 
each  make  a  report  to  the  Society  for  the  preceding  year. 
No  business  except  the  hearing  of  such  address  and  the 
acceptance  or  rejection  of  such  reports  shall  be  transacted  at 
the  inaugural  meeting. 

Special  meetings  of  the  Society  may  be  called  by  order  of 
the  President,  or  by  any  five  of  the  Board  of  Trustees,  or 
upon  request  of  fifteen  members  of  the  Society. 

A  notice  of  each  meeting  and  of  every  adjourned  meeting 
shall  be  mailed  by  the  Secretary  to  each  member  at  his  last 
address  appearing  on  the  records  of  the  Secretary  at  least  ten 
days  prior  to  the  meeting ;  and  the  notice  of  a  special  meeting 
shall  specify  the  business  to  be  considered  at  such  meeting, 
which  s,hall  be  proposed  as  provided  in  Section  II.,  and  no 
business  other  than  that  specified  shall  be  transacted  thereat, 
and  no  new  business  shall  be  transacted  at  any  adjourned 
meeting. 

Thirty  members  shall  constitute  a  quorum  at  any  meeting 
of  the  Society. 

SECTION   II. 

POWERS    RESERVED    TO    THE    SOCIETY. 

The  Society  may,  except  as  herein  provided,  by  vote  of  its 
members,  at  any  annual  meeting  or  special  meeting  called  as 
provided  by  Section  I.,  transact  any  business  lawful  under  its 
Charter  and  By-laws  ;  may  instruct  the  Trustees  and  other 
officers  of  the  Society  ;  and  the  vote  of  the  Society  shall 
supersede  the  action  of  any  of  its  officers  :  provided,  however, 
that  acquired  rights  of  third  parties  shall  not  be  thereby 
impaired.  No  vote  calling  for  any  appropriation  of  money  or 
any  sale  or  conveyance  of  any  of  the  Society's  property  shall 
be  valid  without  the  approval  of  the  Board  of  Trustees,  except 
that  the  Society  may,  by  a  vote  of  a  majority  of  all  its  mem- 
bers, authorize  such  sale  or  conveyance  of  the  real  estate 
belonging  to  the  Society  without  the  approval  of  the  Board  of 
Trustees. 


The  Trustees,  or  any  five  of  them,  or  any  fifteen  members 
of  the  Society,  may  propose  business  to  be  considered  at  any 
special  meeting,  of  which  proposed  business  notice  shall  be 
given  as  provided  in  Section  I.  No  sale  of  the  Society's  real 
estate,  and  no  expenditure  or  contract  therefor  amounting  to 
more  than  five  thousand  dollars  for  any  one  purpose,  shall  be 
valid  and  binding  on  the  Society  unless  authorized  by  a  vote 
of  the  Society. 

SECTION    III. 

OFFICERS. 

The  officers  of  the  Society  shall -consist  of  a  President,  two 
Vice-Presidents,  a  Treasurer,  a  Secretary,  a  Delegate  to  the 
State  Board  of  Agriculture,  a  Board  of  Trustees  of  fifteen 
members,  a  Nominating  Committee  of  five  members,  and  such 
other  officers  and  committees  as  the  Board  of  Trustees  shall 
appoint,  according  to  Section  IX. :  provided,  however,  that  no 
person  shall  be  eligible  to  any  office  unless  he  shall  have  been 
a  member  of  the  Society  for  two  years  preceding. 

SECTION    IV. 

THE    PRESIDENT. 

The  President  shall  be  elected  annually  by  the  Society,  and 
shall  be  ex  ojficio  a  member  of  the  Board  of  Trustees.  His 
duties  shall  be  to  preside  at  the  meetings  of  the  Society  and 
of  the  Board  of  Trustees ;  to  preserve  order ;  to  state  the 
business  before  the  meeting ;  to  state  and  put  questions ; 
and,  in  case  of  an  equal  division  on  any  question,  to  give  the 
casting  vote ;  and  to  call  for  accounts  and  reports  from  all 
committees. 

SECTION    V. 

THE    VICE-PRESIDENTS. 

There  shall  be  two  Vice-Presidents,  who  shall,  except  as 
provided  in  Section  X.,  be  elected  by  the  Society  on  alternate 


years,  and  shall  serve  two  years.  In  the  absence  of  the 
President,  the  senior  Vice-President  present  shall  exercise  all 
the  authority,  privileges,  and  powers  of  the  President ;  and,  in 
case  neither  the  President  nor  either  Vice-President  shall  be 
present  at  any  meeting,  the  meeting  shall  choose  a  President 
pro  tempore,  who  shall  be  invested  with  all  the  powers  and  au- 
thority of  the  President. 

SECTION    VI. 

THE    TREASURER. 

The  Treasurer  shall  be~elected  annually  by  the  Society,  and 
shall  have  the  following  powers  and  duties  :  — 

(a)  He  shall  have  charge  of  the  funds  of  the  Society,  and 
shall  deposit  the  same  in  such  bank  or  trust  company  as  the 
Board  of  Trustees  shall  direct,  where  his  account  as  Treas- 
urer shall  be  kept ;  and  all  payments  shall  be  made  by 
check. 

(6)  He  shall  attend  to  the  renting  of  the  Building  and  the 
collection  of  the  rents  and  other  income  of  the  Society. 

(c)  He    shall    pay  prizes  and  gratuities  upon    the  written 
order  of  the  Board  of  Trustees  or  the  chairman  of  any  com- 
mittee authorized  by  said  Board  to  give  such  order,  and  shall 
pay  no    bills    until  audited  by  an  officer  designated   by  the 
Board  of  Trustees. 

(d)  He  shall  have  the  care  and  custody  of  the  seal  of  the 
Society  and  of  the  dies  for  the  medals ;  and  he  shall  cause 
the  medals  to  be  struck  and  certificates  of  merit  to  be    pre- 
pared, when  required,  and  shall  deliver  them  as  awarded. 

(e)  He    shall  have  in  his  safe  keeping  the  bonds,  deeds, 
notes,  certificates  of  stock,  and  other  evidences  of  property, 
unless  the  Board  of  Trustees  shall  otherwise  direct. 

(/)  He  shall,  unless  the  Board  of  Trustees  shall  otherwise 
order,  make  all  transfers  and  investments,  with  the  consent 
and  approval  of  the  Board  of  Trustees. 

•(g)  He  shall  pay  the  taxes,  insurance,  interest  on  loans, 


and  other  debts,  and  keep  a  correct  account  of  the  receipts 
and  disbursements  of  the  Society. 

(Ji)  He  shall,  in  January  of  each  year,  send  to  every  annual 
member  a  bill  of  the  amount  clue  from  him. 

(i)  He  shall,  as  early  in  the  year  as  possible,  present  to 
the  Board  of  Trustees  a  full  statement  of  receipts  and  ex- 
penditures for  the  preceding  year.  The  fiscal  year  shall 
commence  on  the  first  day  of  January,  and  all  assessments  for 
the  ensuing  year  shall  be  due  at  that  time.  He  shall  annually 
make  a  report  to  the  society  at  the  inaugural  meeting  at  the 
close  of  his  term  of  office. 

(/)  He  shall  give  bond  for  the  faithful  performance  of  his 
duties  in  such  sum  and  with  such  sureties  as  shall  be  ap- 
proved by  the  Board  of  Trustees. 

(k)  He  shall  not  make  or  issue  any  note  or  other  negoti- 
able instrument  unless  expressly  authorized  in  each  case  so 
to  do  by  the  Board  of  Trustees  who  shall  in  each  case  in 
their  vote  containing  such  authorization  provide  that  such 
note  or  other  obligation  shall  not  be  valid  or  binding  on 
the  Society  until  countersigned  by  some  person  designated 
in  such  vote :  provided,  however,  that  he  may  be  given 
authority  by  a  general  vote  of  the  Board  of  Trustees  to  draw 
checks  on  the  funds  of  the  Society  on  deposit,  as  provided 
in  Clause  (a)  of  this  Section  VI. 

He  shall,  in  the  discharge  of  all  his  duties,  be  subject  to  the 
control  of  the  Board  of  Trustees. 


SECTION    VII. 

THE    SECRETARY. 

The  Secretary  shall  be  elected  annually  by  the  Society. 
He  shall  conduct  the  correspondence  of  the  Society,  and 
shall  keep  copies  of  the  same  in  a  book  provided  for  the  pur- 
pose which  shall  be  open  to  the  inspection  of  the  members  at 
any  meeting.  He  shall  receive  and  read  all  letters  and  papers 


10 

addressed  to  the  Society,  and  shall  dispose  of  them  as  pro- 
vided by  the  By-laws  or  directed  by  the  Society  or  by  the 
Board  of  Trustees.  He  shall  regularly  record  the  proceed- 
ings at  every  meeting  and  every  adjourned  meeting  of  the 
Society  in  a  book  to  be  kept  for  that  purpose.  He  shall 
call  special  meetings  of  the  Society  when  ordered  or  requested, 
as  provided  in  Section  I. 

He  shall  give  notice  to  each  person  of  his  election  to  office 
or  membership  in  the  Society.  He  shall  record  the  election 
of  every  member,  and  report  his  name  and  residence  to  the 
Treasurer.  He  shall  deliver  to  the  Board  of  Trustees  a  copy 
of  the  proceedings  of  each  meeting,  whenever  requested,  and 
shall  prepare  and  countersign  all  diplomas  or  certificates  of 
membership. 

He  shall  prepare  for  each  annual  election  an  alphabetical 
list  of  the  members  of  the  Society. 

He  shall,  under  the  direction  of  the  Committee  on  Lect- 
ures and  Publications,  act  as  editor  of  the  publications  of  the 
Society,  prepare  them  for  the  press,  and  superintend  the 
printing  thereof.  He  shall  make  notes,  for  publication,  of 
meetings  'for  discussion  of  horticultural  subjects,  and  shall 
perform  such  other  literary  work  as  may  be  directed  by  the 
Society  or  the  Board  of  Trustees,  or  as  may  not  be  otherwise 
provided  for. 

In  the  absence  of  the  Secretary  at  any  meeting  the  Presi- 
dent shall  appoint  a  Secretary /r#  tempore. 


SECTION    VIII. 

DELEGATE    TO    THE    STATE    BOARD    OF    AGRICULTURE. 

The  term  of  office  of  the  Delegate  to  the  State  Board  of 
Agriculture  shall  be  for  three  years,  and  he  shall  be  chosen 
at  the  annual  meeting  whenever  his  term  of  office  is  about 
to  expire. 


II 
SECTION    IX. 

BOARD    OF    TRUSTEES. 

The  Board  of  Trustees  shall  consist  of  fifteen  members, 
including  the  President  and  the  two  Vice-Presidents,  who 
shall  be  members  of  the  Board  ex  ojficiis.  Four  members  in 
addition  to  the  President  and  one  Vice-President  shall  be  * 
chosen  each  year,  except  as  provided  in  Section  X.,  and  shall 
serve  for  the  term  of  three  years. 

The  Board  of  Trustees  shall  hold  stated  meetings  on  the 
first  Saturdays  of  January,  April,  and  October  in  each  year. 
Special  meetings  of  the  Board  may  be  called  by  the  President 
or  by  a  call  signed  by  any  two  members  of  the  Board  on  at 
least  three  days'  notice,  which  may  be  given  by  mail  at  the 
last  address  of  the  member  so  notified  appearing  on  the 
records  of  the  Secretary.  This  notice  may  be  waived  in 
writing.  Eight  members  of  the  Board  shall  constitute  a 
quorum  thereof. 

In  the  absence  of  action  by  the  Society  as  provided  in 
Section  II.,  the  Board  of  Trustees  shall,  have  and  exercise  the 
following  powers  and  duties  :  — 

(1)  They  shall  have  general  charge  and   direction  of  the 
business  of  the  Society. 

(2)  They   shall    have    the    care   and   management  of   the 
Society's  real  estate,  and  may  lease  the  same,  or  any  part 
thereof,  and  make  all  necessary  repairs ;  but  no  sale  of  the 
Society's    real    estate,    except  sales  of  shares  in  real  estate 
trusts,  so  called,  held  by  the  Society  as  part  of  its  invested 
funds,  shall  be  valid  without  a  vote  of  the  Society  authorizing 
such  sale. 

(3)  They  shall  have  the  care  and  management  of  the  So- 
ciety's invested  funds  and  other  personal  property,  with  power 
to  invest,  reinvest,  and  transfer  the  same  in  their  discretion, 
or  they  may  authorize  and  approve  transfers  and  investments 
made  by  the  Treasurer,  as  provided  in  Section  VI.     They  shall 


12 

have  the  care  of  all  stocks,  bonds,  and  other  personal  prop- 
erty of  the  Society,  but  may  leave  the  custody  of  the  same 
in  the  Treasurer,  as  provided  in  Section  VI  ;  and  they  shall 
annually  audit,  or  cause  to  be  so  audited,  the  Treasurer's 
accounts. 

(4)  They  shall  consider  and  pass  upon  all  questions  of  the 
appropriation   of  money,  and    shall,  at    the  annual  meeting, 
recommend  to  the  Society  the  amount  to  be  appropriated  for 
prizes  and  gratuities  and  such   other  appropriations  as   they 
may  deem  advisable   during  the   ensuing   year.     They  may, 
however,  subject  to  the  provisions  of  Section   II.,  make  such 
additional  appropriations  for  the  purposes  of  the  Society  as 
they  deem  proper. 

(5)  They    shall     appoint     the    following    committees :     a 
Finance  Committee,  a  Library  Committee,  and  a  Committee 
on  Lectures  and  Publications.     The  members  of  the  Finance 
Committee  shall  all  be  members  of  the  Board  of  Trustees. 
The  members  of  the  Library  Committee  and  the  Committee 
on    Publications  need  not  all  be  members  of  the  Board  of 
Trustees. 

(a)  The    Finance    Committee.  —  The   Finance    Committee 
shall,  except  as  herein  provided,  have  and  enjoy  all  powers 
and  duties  given  by  this  Section  IX.  to  the  Board  of  Trustees 
in  relation  to  the  care  and  management  of  the  Society's  prop- 
erty, real  and  personal,  other  than  its  Library. 

(b)  The   Library    Committee. — The    Library    Committee 
shall,    except    as    herein    provided,    have    all    powers    given 
by  this  Section  IX.  to   the  Board  of  Trustees  in  relation  to 
the  care  and  management  of  the  Library  of  the  Society. 

(c)  The   Committee  on  Lectures  and  Publications. —  The 
Committee  on  Lectures  and  Publications  shall  superintend  all 
publications  of  the  Society  and  have   the  direction  in   each 
year  of  six  or  more  lectures  and  essays  on  horticultural  sub- 
jects, including  that  provided  for  by  the  John  Lewis  Russell 
Fund. 

In  addition  to  these  committees  the  Board  of  Trustees  may 


13 

appoint  such  other  committees  from  among  their  number  as 
they  see  fit,  and  may  delegate  to  such  committees  any  of  their 
powers  ;  but  no  expenditure  or  contract  for  expenditure  ex- 
ceeding five  hundred  dollars  at  any  one  time,  and  no  appoint- 
ment of  committees  or  officers  of  the  Society,  and  no  election 
of  members  thereto,  shall  be  valid  or  binding  without  the 
action  of  a  majority  of  the  full  Board  of  Trustees  at  a  legal 
meeting. 

Any  powers  given  to  any  'committee  by  the  provisions  of 
this  clause  (5)  and  any  powers  delegated  to  any  such  commit- 
tee by  special  vote  of  the  Board  of  Trustees,  may  be  with- 
drawn or  limited  by  vote  of  said  Board  at  any  subsequent 
time.  The  Board  may  at  any  time  remove  any  or  all  of  the 
members  of  any  such  committee,  and  substitute  others  in 
their  places. 

(6)  They  shall  appoint  a  Superintendent  of   the  Building 
and  a  Librarian  of  the  Society,  and  define  their  duties,  except 
when  these  are  determined  by  the  By-laws,  and  may  remove 
them  or  either  of  them,  and  appoint  others  in  their  stead, 
whenever,  in  their  opinion,  the  interests  of  the  Society  shall 
require  it.     They  may  employ  such  additional  assistants  as 
they  deem  best,  and  shall  determine  the  compensation  of  all 
officers  and  agents  of  the  Society. 

(7)  They  shall   arrange    for    six    or   more    exhibitions    of 
flowers,  plants,  fruits,  and  vegetables  in  each  year,  and  shall 
have  the  entire  charge  of  all  arrangements  for  conducting  the 
same. 

(8)  They  shall  appoint  each  year  the  following    standing 
committees,  the  members  of  which  need  not  be  members  of 
the  Board   of  Trustees  :   (a)  on    plants  and  flowers ;  (b)  on 
fruits  ;  (c)  on  vegetables.     Each  of  these  committees  shall  con- 
sist of  three  or  more  members.     They  shall  also  appoint  each 
year  a  standing  committee   of   five  or  more  members  on  gar- 
dens.    The    President    shall    be  one    of    this    committee    ex 
officio.     In  addition  to  the  standing  committees  named  in  this 
Clause  (8)  the  Board  of  Trustees  may  appoint  such  additional 


14 

committees  as  may  be  required  for  conducting  special  exhibi- 
tions and  for  awarding  prizes,  and  may,  in  their  discretion, 
appoint  persons  from  outside  the  membership  of  the  Society 
to  act  as  judges  to  award  prizes  either  alone  or  in  conjunction 
with  any  committee. 

The  Board  of  Trustees  may.  delegate  appropriate  powers  to 
any  of  the  committees  appointed  under  this  Clause  (8),  except- 
ing the  power  to  appropriate  money  or  to  dispose  of  prop- 
erty of  the  Society.  They  may  at  any  time  revoke  powers  so 
delegated,  and  may  at  any  time,  in  their  discretion,  remove 
any  member  of  any  such  standing  committee  and  substitute 
any  other  in  his  place. 


SECTION    X. 

FIRST    ELECTION    OF    VICE-PRESIDENTS    AND    BOARD    OF 
TRUSTEES. 

At  the  first  meeting  at  which  officers  are  to  be  elected,  two 
Vice-Presidents  shall  be  chosen,  one  to  hold  office  until  the 
qualification  of  his  successor  chosen  at  the  annual  meeting  in 
November,  1904,  and  one  to  hold  office  until  the  qualification 
of  his  successor  chosen  at  the  annual  meeting  in  November, 
1905. 

There  shall  also  be  chosen  at  said  meeting  twelve  mem- 
bers of  the  Board  of  Trustees  in  addition  to  the  President 
and  two  Vice-Presidents,  so  that  the  total  number  of  said 
Board  shall  be  fifteen.  Four  of  said  Trustees,  other  than  the 
President  and  Vice-Presidents,  shall  be  elected  to  and  shall 
hold  office  until  the  qualification  of  their  successors  chosen  at 
the  annual  meeting  in  November,  1906  ;  four  shall  be  elected 
to  and  shall  hold  office  until  the  qualification  of  their  suc- 
cessors chosen  at  the  annual  meeting  held  in  November, 
1905  ;  and  the  remaining  four  shall  be  elected  to  and  shall 
hold  office  until  the  qualification  of  their  successors  chosen  at 
the  annual  meeting  held  in  November,  1904. 


15 
SECTION  XL 

THE    LIBRARIAN. 

The  Librarian  shall  have  charge  of  all  books,  drawings, 
engravings,  herbariums,  and  other  articles  appertaining  to  the 
Library,  and  shall  attend  to  the  purchase,  recording,  cata- 
loguing, arranging,  binding,  delivering,  and  receiving  of 
books  :  these  duties  to  be  performed  under  the  direction  of 
the  Board  of  Trustees  or  other  committee  thereof  duly  au- 
thorized or  of  the  Library  Committee.  He  shall,  as  far  as 
possible,  assist  those  desiring  to  use  •  the  Library  in  their  in- 
vestigations. 


SECTION  XII. 

THE    SUPERINTENDENT    OF    THE    BUILDING. 

The  Superintendent  of  the  Building  shall,  under  the  gen- 
eral direction  of  the  Board  of  Trustees,  or  the  Finance  Com- 
mittee, or  other  committee  thereof  duly  authorized,  or  under  * 
the  direction  of  the  Treasurer,  if  the  Board  of  Trustees  shall 
so  vote,  have  charge  of  the  premises,  and  shall  see  that  they 
are  kept  clean  and  in  good  repair,  and  that  all  Rules  and  Reg- 
ulations in  regard  to  their  care  are  strictly  enforced. 


SECTION    XIII. 

VACANCIES. 

Whenever  a  vacancy  occurs  in  any  office  of  the  Society, 
such  vacancy  shall  be  filled  by  the  Board  of  Trustees  until 
the  next  annual  meeting,  when  candidates  shall  be  nominated 
as  provided  by  these  By-laws  to  fill  the  remaining  term,  if 
any,  for  which  the  vacancy  exists. 


i6 
SECTION    XIV. 

NOMINATING    COMMITTEE. 

(1)  A  Nominating   Committee  of  five  members    shall  be 
elected  by  the  Society  at  its  annual  meeting.     Said  commit- 
tee shall  nominate  at  least  twice  the  number  of  candidates  re- 
quired to  fill  each  office  of  the  Society.     Said  committee  shall 
file  such  nominations  with  the  Secretary  at  least  one  month  be- 
fore the  annual  meeting.     The  Secretary  shall,  immediately  on 
receiving   such    nominations,    post    the  same   in  some  public 
place  in  the  Society's  Building. 

(2)  Nominations  for  any  office,  in  addition  to  those  made 
by    the    Nominating    Committee,  may    be    made,   by    papers 
signed  by  fifteen  or  more  members  of  the  Society,  and  de- 
posited  with    the  Secretary  at  least    two  weeks   before   the 
annual  meeting.     The  Secretary  shall,  immediately  on  receiv- 
ing such  nominations,  post  the  same  in  some  public  place  in 
the  Society's  Building. 

'  (3)  The  Secretary  shall  have  the  ballots  printed  under 
direction  of  the  Nominating  Committee.  Each  ballot  shall 
state  the  number  to  be  elected  for  each  office  and  the  names 
of  candidates  for  each  office  shall  be  printed  in  alphabetical 
order.  If  any  ballot  is  marked  for  more  than  the  required 
number,  the  ballot  shall  be  declared  void  as  a  vote  for  that 
office  for  which  the  excessive  number  is  marked.  Only  such 
candidates  shall  be  voted  for  as  shall  have  been  nominated 
as  above  provided  in  clauses  (i)  and  (2)  of  this  section. 


SECTION    XV. 

VOTING. 

All  elections  of  the  Society  shall  be  by  Australian  ballot ; 
and  the  polls  shall  be  continuously  open  between  the  hours  of 
twelve  noon,  and  four  in  the  afternoon  on  the  day  of  the 
annual  meeting. 


The  President  or  presiding  officer  shall  appoint  a  committee 
of  three  to  receive,  assort,  and  count  the  votes  given,  and  re- 
port the  number.  A  plurality  shall  elect,  and  the  President 
shall  declare  who  are  elected. 

Voting  by  proxy  shall  not  be  allowed  at  any  meeting. 


SECTION    XVI. 

MEMBERSHIPS. 

Any  member  may  propose  candidates  for  life  or  annual 
membership  to  the  Board  of  Trustees.  Such  proposal  shall 
be  in  writing  and  shall  be  accompanied  by  a  statement  of  the 
qualifications  of  such  candidate  for  membership.  On  any 
candidate  being  so  proposed,  said  Board  shall  cause  his  name 
and  the  name  of  the  member  proposing  him  to  be  posted  for 
at  least  one  month  in  some  public  place  in  the  Society's  Build- 
ing. During  said  month  any  member  may  file  with  the  Sec- 
retary a  written  protest  against  the  election  of  said  candidate, 
and  no  candidate  shall  be  eligible  against  whom  thirty  or  more 
such  protests  have  been  so  filed.  At  the  first  meeting  of  the 
Board  of  Trustees  held  after  the  expiration  of  the  month 
during  which  the  name  of  the  candidate  has  been  so  posted, 
his  name  shall  be  voted  on  by  such  Board ;  and  he  shall  be 
elected  by  a  majority  of  the  full  number  of  such  Board  so 
voting.  The  candidate  so  elected  shall  qualify  himself  for 
membership  within  six  months  from  the  date  when  notice  of 
his  election  is  given  him,  or  his  election  shall  be  void. 

LIFE    MEMBERS. 

A  payment  of  thirty  dollars  shall  constitute  a  life  member- 
ship, and  exempt  the  member  from  all  future  assessments ; 
and  any  annual  member,  having  paid  all  dues,  may  become  a 
life  member  by  the  payment  of  twenty  dollars  in  addition 
thereto. 


i8 


ANNUAL    MEMBERSHIP. 

Every  annual  member,  before  he  receives  his  diploma  or 
exercises  the  privileges  of  a  member,  shall  pay  the  sum  of 
ten  dollars  as  an  admission  fee,  and  shall  be  subject  after- 
wards to  an  annual  assessment  of  two  dollars. 

PRIVILEGES. 

Each  member  of  the  Society  shall  be  entitled  to  the  follow- 
ing privileges  :  — 

1 .  To  be  present  and  vote  at  all   the  meetings  of  the  So- 
ciety. 

2.  To  have  personal  access  to  the  Library,  and  to  consult 
any  of  the  periodicals,  books,  or  plates,  or  to  examine  any  of 
the  models  belonging  to  the  Society,  under  rules   established 
by  the  Board  of  Trustees. 

3.  To  have  free  admission  to  all    the  exhibitions   of   the 
Society,  for  himself  and  his  immediate  family. 

4.  To  receive  all  the  publications  of  the  Society  under  rules 
established  by  the  Board  of  Trustees. 


SECTION   XVII. 

WITHDRAWAL    OR    DISCONTINUANCE    OR    EXPULSION    OF 
MEMBERS. 

Any  member  may  cease  to  be  a  member  by  giving  notice 
to  that  effect  to  the  Secretary  and  paying  the  amount  due 
from  him  to  the  Society.  Any  member  who  shall  neglect  for 
the  space  of  two  years  to  pay  his  annual  assessment,  after 
due  notice  from  the  Treasurer,  shall  cease  to  be  a  member. 
The  Treasurer  shall  give  notice  of  such  withdrawal  or  dis- 
continuance to  the  Secretary,  who  shall  erase  such  members' 
names  from  the  list. 

If  any  member  shall  dishonor  the  Society,  or  shall  be  guilty 
of  any  breach  of  good  faith  thereto,  he  may  be  expelled  at 
any  meeting  of  the  Society,  two-thirds  of  the  members 


19 

present  voting  therefor.  But  no  member  shall  be  expelled 
unless  a  written  notice  of  the  motion  be  served  by  the 
Secretary  upon  him  personally,  or  left  at  his  last  or  usual 
place  of  abode,  at  least  twenty  days  before  it  is  acted  upon. 


SECTION    XVIII. 

HONORARY  AND    CORRESPONDING    MEMBERS. 

The  Society  may,  upon  recommendation  of  the  Board  of 
Trustees,  elect  Honorary  and  Corresponding  Members  at  any 
annual  or  special  meeting,  to  each  of  whom  the  Secretary 
shall  transmit  a  Diploma  or  Certificate  of  Election,  under  the 
seal  of  the  Society,  signed  by  the  President  and  countersigned 
by  the  Secretary ;  and  such  members  shall  not  be  entitled  to 
hold  office  or  to  vote  at  any  meeting. 


SECTION    XIX. 

PRIZES    AND    GRATUITIES. 

Prizes  and  gratuities  may  be  awarded  by  the  Board  of 
Trustees,  or  by  such  committees  or  judges  as  may  be  ap- 
pointed by  them  for  such  purpose,  to  any  person  for  the  ex- 
hibition of  any  fruits,  plants,  flowers,  or  vegetables,  either 
new  of  their  kind  or  of  uncommon  excellence ;  or  for  any 
new  and  successful  method  of  cultivating  any  variety  of 
fruits,  flowers,  plants,  trees,  shrubs,  or  vegetables ;  or  for 
any  other  object  immediately  connected  with  horticulture ; 
or  for  the  essential  advancement  of  the  objects  of  the  So- 
ciety in  any  other  way.  But  no  gratuity  shall  be  awarded  for 
any  object  which  shall  have  been  entered  or  exhibited  for  a 
prize.  No  award  shall  be  made  for  any  unworthy  exhibit, 
and  no  gratuity  given  shall  be  of  a  larger  amount  than  the 
lowest  price  established  for  the  same  exhibit. 


20 

SECTION    XX. 

AMENDMENTS. 

Amendments  to  the  By-laws  may  be  proposed  in  writing^ 
by  any  member  of  the  Society  to  the  Board  of  Trustees  at  any 
meeting  of  the  Board  of  Trustees  held  at  least  two  months 
before  the  next  annual  meeting  of  the  Society,  and,  on  being 
approved  by  a  majority  of  the  Board,  shall  be  filed  with  the 
Secretary  in  their  original  form  or  as  amended  at  least  thirty 
days  before  such  annual  meeting,  and  shall  subsequently  be 
submitted  to  such  annual  meeting ;  or  any  thirty  members 
may  propose  amendments  to  be  acted  upon  at  any  annual 
meeting  of  the  Society,  without  the  approval  of  the  Board 
of  Trustees,  by  filing  the  amendments  in  writing  with  the 
Secretary  thirty  days  at  least  before  such  annual  meeting. 
The  vote  on  each  amendment  shall  be  "  Yes  "  or  "  No." 

The  Secretary  shall,  at  least  three  weeks  before  the  meet- 
ing at  which  the  same  are  to  be  considered,  mail  a  copy  of 
every  proposed  amendment  to  each  member  of  the  Society  at 
his  last  address  appearing  on  the  records  of  the  Secretary. 

All  amendments  proposed  shall  be  printed  on  one  ballot, 
with  a  space  for  voting  "  Yes "  or  "  No "  opposite  each 
amendment,  thus  :  — 


If  you  wish  the  amendment  adopted,  put  a  cross 
under  "  Yes."     If  not,  under  "  No." 

YES. 

NO. 

(Here  the  subject  of  the  amendment.) 

Any  amendment  shall  be  adopted  if  it  receives  two-thirds 
of  the  votes  cast.  The  polls  shall  remain  open  for  the  pur- 
pose of  voting  on  any  proposed  amendments  between  the 
hours  of  noon  and  four  in  the  afternoon,  and  the  voting  shall 
be  by  Australian  ballot. 


19 

present  voting  therefor.  But  no  member  shall  be  expelled 
unless  a  written  notice  of  the  motion  be  served  by  the 
Secretary  upon  him  personally,  or  left  at  his  last  or  usual 
place  of  abode,  at  least  twenty  days  before  it  is  acted  upon. 


SECTION    XVIII. 

HONORARY  AND  CORRESPONDING  MEMBERS. 

The  Society  may,  upon  recommendation  of  the  Board  of 
Trustees,  elect  Honorary  and  Corresponding  Members  at  any 
annual  or  special  meeting,  to  each  of  whom  the  Secretary 
shall  transmit  a  Diploma  or  Certificate  of  Election,  under  the 
seal  of  the  Society,  signed  by  the  President  and  countersigned 
by  the  Secretary ;  and  such  members  shall  not  be  entitled  to 
hold  office  or  to  vote  at  any  meeting. 


SECTION    XIX. 

PRIZES    AND    GRATUITIES. 

Prizes  and  gratuities  may  be  awarded  by  the  Board  of 
Trustees,  or  by  such  committees  or  judges  as  may  be  ap- 
pointed by  them  for  such  purpose,  to  any  person  for  the  ex- 
hibition of  any  fruits,  plants,  flowers,  or  vegetables,  either 
new  of  their  kind  or  of  uncommon  excellence ;  or  for  any 
new  and  successful  method  of  cultivating  any  variety  of 
fruits,  flowers,  plants,  trees,  shrubs,  or  vegetables ;  or  for 
any  other  object  immediately  connected  with  horticulture; 
or  for  the  essential  advancement  of  the  objects  of  the  So- 
ciety in  any  .other  way.  But  no  gratuity  shall  be  awarded  for 
any  object  which  shall  have  been  entered  or  exhibited  for  a 
prize.  No  award  shall  be  made  for  any  unworthy  exhibit, 
and  no  gratuity  given  shall  be  of  a  larger  amount  than  the 
lowest  price  established  for  the  same  exhibit. 


20     • 

SECTION    XX. 

AMENDMENTS. 

Amendments  to  the  By-laws  may  be  proposed  in  writing" 
by  any  member  of  the  Society  to  the  Board  of  Trustees  at  any 
meeting  of  the  Board  of  Trustees  held  at  least  two  months 
before  the  next  annual  meeting  of  the  Society,  and,  on  being 
approved  by  a  majority  of  the  Board,  shall  be  filed  with  the 
Secretary  in  their  original  form  or  as  amended  at  least  thirty 
days  before  such  annual  meeting,  and  shall  subsequently  be 
submitted  to  such  annual  meeting ;  or  any  thirty  members 
may  propose  amendments  to  be  acted  upon  at  any  annual 
meeting  of  the  Society,  without  the  approval  of  the  Board 
of  Trustees,  by  filing  the  amendments  in  writing  with  the 
Secretary  thirty  days  at  least  before  such  annual  meeting. 
The  vote  on  each  amendment  shall  be  "  Yes  "  or  "  No." 

The  Secretary  shall,  at  least  three  weeks  before  the  meet- 
ing at  which  the  same  are  to  be  considered,  mail  a  copy  of 
every  proposed  amendment  to  each  member  of  the  Society  at 
his  last  address  appearing  on  the  records  of  the  Secretary. 

All  amendments  proposed  shall  be  printed  on  one  ballot, 
with  a  space  for  voting  "  Yes "  or  "  No "  opposite  each 
amendment,  thus :  — 


If  you  wish  the  amendment  adopted,  put  a  cross 
under  "  Yes."     If  not,  under  "  No." 

YES. 

NO. 

(Here  the  subject  of  the  amendment.) 

Any  amendment  shall  be  adopted  if  it  receives  two-thirds 
of  the  votes  cast.  The  polls  shall  remain  open  for  the  pur- 
pose of  voting  on  any  proposed  amendments  between  the 
hours  of  noon  and  four  in  the  afternoon,  and  the  voting  shall 
be  by  Australian  ballot. 


// 


PAT.  JAN.  2!,  1908 


689434 


UNIVERSITY  OF  CALIFORNIA  LIBRARY 


